CLOVER INCOME PROPERTIES II L P
10-Q, 1995-08-14
REAL ESTATE
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                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  -----------
                
                                   FORM 10Q
                                   
(Mark One)

  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended June 30, 1995

OR

_____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
        SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________ to ________

Commission file number 0-17689

                       CLOVER INCOME PROPERTIES II, L.P.
            (Exact name of registrant as specified in its charter)

                                   DELAWARE
        (State or other jurisdiction of incorporation or organization)
 
                                  22-2811188
                       (IRS employer identification no.)

23 WEST PARK AVENUE, MERCHANTVILLE, NEW JERSEY           08109
   (Address of principal executive offices)            (Zip code)

       Registrant's telephone number, including area code (609) 662-1116

   _________________________________________________________________________
   Former name, address and former fiscal year, if changed since last report

         Indicate by check  whether  the  registrant  (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange Act of
1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such  reports),  and (2) has been subject to
such filing  requirements  for the past 90 days  Yes    X    No _______

                          Page 1 of 23 Pages

                       CLOVER INCOME PROPERTIES II, L.P.
                                BALANCE SHEETS
                                  (Unaudited)
                                                              
                                    ASSETS
                                       
                                            June 30,    December 31,
                                              1995         1994    
                                         -----------    -----------
CURRENT ASSETS 
  Cash                                   $   220,313    $   209,407
  State tax refund receivable                   --            6,772
                                         -----------    -----------
         Total current assets                220,313        216,179
                                         -----------    -----------


INVESTMENT IN THE WILLOWBROOK JOINT
 VENTURE, at equity                        4,125,802      4,192,427

OTHER DEFERRED COSTS, less amortization
 of $179,189 and $166,971, respectively      305,434        317,652
                                         -----------    -----------
TOTAL ASSETS                             $ 4,651,549    $ 4,726,258
                                         ===========    ===========

                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
  Accounts payable                       $     9,749    $    18,250
  Due to General Partner and affiliates         --            2,000
                                         -----------    -----------
         Total current liabilities             9,749         20,250
                                         -----------    -----------


PARTNERS' CAPITAL
  General partner (deficit)                  (24,824)       (24,181)
  Limited partners                         4,666,624      4,730,189
                                         -----------    -----------
         Total partners' capital           4,641,800      4,706,008
                                         -----------    -----------
TOTAL LIABILITIES AND PARTNERS'
   CAPITAL                               $ 4,651,549    $ 4,726,258
                                         ===========    ===========

       The accompanying notes are an integral part of these statements.

                                       2

                       CLOVER INCOME PROPERTIES II, L.P.
                           STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                                  For the Six Months Ended
                                               June 30, 1995      June 30, 1994
                                               -------------      -------------

REVENUES
  Rental income                               $           -      $     448,515
  Interest income                                     1,980              2,125
  Other income                                            -             37,498
                                               ------------      -------------
    Total revenues                                    1,980            488,138
                                               ------------      -------------

EXPENSES
  Depreciation and amortization                      12,218            115,268
  Operating expenses                                      -            433,672
  Professional services                              13,698             14,204
  Cost of legal proceedings                               -             95,914
  General and administrative                         12,614              4,581
                                               ------------      -------------
      Total expenses (Including affiliate
      transactions of $7,660 and $32,721
      for the six months ended 06/30/95
      and 06/30/94, respectively)                    38,530            663,639
                                                ------------      -------------
SHARE OF INCOME FROM THE
WILLOWBROOK JOINT VENTURE                            94,290             78,356
                                               ------------      -------------
NET INCOME (LOSS)                             $      57,740       $    (97,145)
                                               ============      =============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT                              $        3.27       $      (5.50)
                                               ============      =============

       The accompanying notes are an integral part of these statements.

                                       3

                       CLOVER INCOME PROPERTIES II, L.P.
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                                 For the Three Months Ended
                                               June 30, 1995      June 30, 1994
                                              --------------     -------------- 
REVENUES
  Rental income                               $           -      $     230,258
  Interest income                                     1,306                937
  Other income                                            -             12,414
                                               ------------       ------------
    Total revenues                                    1,306            243,609
                                               ------------       ------------
EXPENSES
  Depreciation and amortization                       6,109             57,635
  Operating expenses                                      -            232,205
  Professional services                               7,885              8,341
  Cost of legal proceedings                               -             15,234
  General and administrative                          7,580                510
                                               ------------       ------------
      Total expenses (Including
      affiliate transactions of $7,660
      and $8,969 for the three months
      ended 06/30/95 and 06/30/94, 
      respectively)                                  21,574            313,925
                                               ------------       ------------
SHARE OF INCOME FROM THE
WILLOWBROOK JOINT VENTURE                            48,763             47,984
                                               ------------       ------------
NET INCOME (LOSS)                             $      28,495      $     (22,332)
                                               ============       ============
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT                              $        1.61       $      (1.26)
                                               ============       ============

        The accompanying notes are an integral part of these statements.

                                       4

                       CLOVER INCOME PROPERTIES II, L.P.
                    STATEMENT OF PARTNERS' CAPITAL (DEFICIT)
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                             General        Limited
                                             Partner         Partners         Total    
                                           -----------     ----------      -----------
<S>                                        <C>             <C>             <C>

Balances (Deficit) at January 1, 1995      $   (24,181)    $ 4,730,189     $  4,706,008

Partners' distributions, $6.90
 per limited partnership unit                   (1,220)       (120,728)        (121,948)

Net Income                                         577          57,163           57,740
                                          ------------    ------------     ------------ 
Balance  (Deficit) at 
 June 30, 1995                             $   (24,824)    $ 4,666,624      $ 4,641,800
                                            ==========      ==========       ==========
</TABLE> 

       The accompanying notes are an integral part of these statements.

                                       5

                       CLOVER INCOME PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)



                                            
                                                For the Six Months Ended
                                             June 30, 1995     June 30, 1994
                                             -------------     ------------- 
OPERATING ACTIVITIES  
  Cash received from rentals                  $        --       $   453,652
  Interest income received                          1,980             2,125
  Other income received                                --            24,287
  Distributions received from The
  Willowbrook Joint Venture                       160,915           160,914
  Cash paid for expenses                          (30,041)         (481,929)
                                                 --------          --------
  Net cash provided by
  operating activities                            132,854           159,049
                                                 --------          --------

INVESTING ACTIVITIES
  Investment in the Willowbrook Joint Venture          --            (4,115)
                                                 --------          --------
FINANCING ACTIVITIES
  Partners' distributions                        (121,948)         (208,232)
                                                 --------          --------

NET INCREASE (DECREASE) IN CASH                    10,906           (53,298)


CASH, beginning of period                         209,407           302,108
                                                 --------          --------
CASH, end of period                             $ 220,313         $ 248,810
                                                 ========          ========

       The accompanying notes are an integral part of these statements.

                                       6

                       CLOVER INCOME PROPERTIES II, L.P.
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                         For the Six Months Ended
                                                  June 30, 1995        June 30, 1994      
                                                  -------------        -------------
<S>                                               <C>                  <C>
RECONCILIATION OF NET (LOSS) INCOME
TO CASH PROVIDED BY OPERATING ACTIVITIES

  Net Income (Loss)                                   $  57,740           $ (97,145)

ADJUSTMENTS
  Depreciation and amortization                          12,218             115,268
  Income from investment in The
  Willowbrook Joint Venture                             (94,290)            (78,356)
  Distributions received from The
  Willowbrook Joint Venture                             160,915             160,914
  (Decrease) increase in accounts payable                (8,501)             77,013
  (Decrease) in accrued land rent                          --               (34,085)
  Increase in accrued expenses                             --                15,974
  (Decrease) in prepaid rents                              --                  (784)
  (Increase) in prepaid expenses                           --                (2,691)
  Decrease (increase) in other receivables                6,772             (13,211)
  Decrease in rents receivable                             --                 5,051
  Increase in tenant security deposits                     --                   870
  (Decrease) increase in due to affiliates               (2,000)             10,231
                                                       --------            --------
  Total adjustments                                   $  75,114           $ 256,194
                                                       --------            --------
  Net cash provided by operating activities           $ 132,854           $ 159,049
                                                       ========            ========
</TABLE>
                                                                      
        The accompanying notes are an integral part of these statements.

                                       7

                       CLOVER INCOME PROPERTIES II, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1995
                                  (Unaudited)

         Readers of this quarterly report should refer to the Partnership's 
         audited financial  statements as of December 31, 1994, as certain 
         footnote  disclosures which would  substantially  duplicate those
         contained in such audited  financial statements have been omitted from
         this report.
         
1.       INVESTMENT IN THE WILLOWBROOK JOINT VENTURE:

         On December 17, 1987, the Partnership acquired a 50% interest in
         The Willowbrook Joint Venture (the Joint Venture) for $6,450,000.  The
         Joint Venture owns the Willowbrook  Apartments,  a 299-unit mid-rise
         apartment complex located in Baltimore, Maryland.

         On April 8, 1992, the Partnership and Clover Income Properties II,
         L.P., an affiliated  partnership,  consummated an agreement  which was
         effective April 1, 1992,  with  Clover  Income  Properties  III, L.P., 
         (CIP III),  an  affiliated partnership,  pursuant to which CIP III
         acquired an interest in The  Willowbrook Joint  Venture.  The 
         Partnership  reduced its  interest  from 50% to 42.91% and received  a 
         distribution  of  $1,100,000  from  the  Joint  Venture,  of  which
         $1,000,000 was  distributed to the limited  partners in April 1992. A
         summary of the Joint Venture's financial statements is as follows:

                                                              For the Six     
                                                              Months Ended 
                                                              June 30, 1995
                                                              -------------
         Current Assets                                       $    387,403
         Investment property, net of accumulated depreciation    9,624,835
         Other noncurrent assets                                     1,100
                                                               -----------
         Total assets                                         $ 10,013,338
                                                               -----------   

         Current liabilities                                  $    398,318
         Capital -
           Clover Income Properties, L.P.                        3,800,014
           Clover Income Properties II, L.P.                     3,800,014
           Clover Income Properties III, L.P.                    2,014,992
                                                                ---------- 

                                       8

                       CLOVER INCOME PROPERTIES II, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1995
                                  (Unaudited)

1.       INVESTMENT IN THE WILLOWBROOK JOINT VENTURE (continued):


                                                              For the Six      
                                                              Months Ended 
                                                              June 30, 1995
                                                              -------------

         Total liabilities and capital                        $  10,013,338
                                                              =============
         Revenues                                             $  1,011,487 
         Expenses                                                  791,748
                                                              -------------
         Net income                                           $    219,739
                                                              =============

         The Joint Venture made distributions from operations to the Partnership
         in the amount of $160,914 during  the first six months of 1995. (Also
         see Note 3). 

         The investment in the Willowbrook Joint Venture,  at equity of
         $4,125,802  includes the Partnership's gain ($325,788) on the sale of
         14.18% of its interest in the Joint  Venture  before the deduction of
         $10,758 in expenses  relating to the sale and the  write-off  of 14.18%
         of the  unamortized  deferred  costs  $69,696 related to the initial 
         acquisition  of the Joint  Venture  interest by the  Partnership. 
         Therefore,  the amount of the  investment,  at equity,  reflected  here
         does not correspond to the  Partnership's  capital account balance in
         the Joint Venture.

2.       TRANSACTIONS WITH AFFILIATES:

         The Knolls,  which was sold July 1, 1994, was managed by an affiliate
         of the General  Partner  pursuant to a management  agreement  which 
         provided for an annual fee not to exceed 5% of the gross revenues from
         the Property.  The General  Partner and its  affiliates  were  entitled
         to  reimbursement  for  administrative services  rendered to the 
         Partnership,  direct expenses of Partnership  operations and goods and
         services used by and for the Partnership. 

                                       9

                           CLOVER INCOME PROPERTIES II, L.P.
                             NOTES TO FINANCIAL STATEMENTS
                                     JUNE 30, 1995
                                      (Unaudited)

2.       TRANSACTIONS WITH AFFILIATES (continued):

         Transactions with affiliates are summarized below:

                                           Management    Reimbursable
                                              Fees           Costs     
                                           ----------    ------------
Amount payable at
 January 1, 1995                           $   --          $    2,000

Incurred during the six months
 ended June 30, 1995                           --               7,660

Payments made in 1995                          --              (9,660)
                                            ---------        --------

Amount payable at
June 30, 1995                              $   --          $      --   
                                            =========       =========   
         
3.       SUBSEQUENT DISTRIBUTION:

         In July 1995,  the  partnership  received  a $26,819  distribution 
         from the  Willowbrook  Joint  Venture. Additionally in July 1995, the 
         Partnership  made a cash  distribution of $55,103 to the limited 
         partners and $557 to the general partner.  

4.       GENERAL:

         The  financial  statements  reflect all  adjustments  which are,  in
         the  opinion of the General  Partner, necessary for a fair statement of
         the results for the interim period  presented.  Such  adjustments are
         of a normal recurring nature.

                                      10

                             THE WILLOWBROOK JOINT VENTURE
                                     BALANCE SHEETS
                                      (Unaudited)

                                         ASSETS

                                                     June 30,       December 31,
                                                       1995             1994
                                                  -----------     --------------
CURRENT ASSETS
   Cash                                           $   365,420     $    193,081
   Prepaid expenses                                    14,795          136,682
   Rents receivable                                     7,188              868
                                                   ----------      -----------
   Total Current Assets                               387,403          330,631
                                                   ----------      -----------
INVESTMENT PROPERTY, at cost                       13,401,742       13,378,885
   Less - accumulated depreciation                 (3,776,907)      (3,520,401)
                                                   ----------      -----------
     Net investment property                        9,624,835        9,858,484
                                                   ----------      -----------
OTHER ASSETS 
   Utility deposit                                      1,100            1,100
                                                   ----------      -----------
TOTAL ASSETS                                     $ 10,013,338     $ 10,190,215
                                                  ===========      ===========

                       LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
   Accounts payable                              $          -     $     17,447
   Accrued expenses                                    22,494           26,563
   Tenants' security deposits                          37,796           40,748
   Prepaid rents                                       11,749            8,936
   Due to affiliate                                   326,279          326,240
                                                   ----------      -----------
        Total current liabilities                     398,318          419,934
                                                   ----------      -----------
PARTNERS' CAPITAL
   Clover Income Properties, L.P.                   3,800,014        3,866,638
   Clover Income Properties II, L.P.                3,800,014        3,866,638
   Clover Income Properties III, L.P.               2,014,992        2,037,005
                                                   ----------      -----------
      Total partners' capital                       9,615,020        9,770,281
                                                   ----------      -----------
TOTAL LIABILITIES AND PARTNERS' CAPITAL          $ 10,013,338     $ 10,190,215
                                                  ===========      ===========

        The accompanying notes are an integral part of these statements.

                                      11

                         THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                       For the Six Months Ended
                                     June 30, 1995   June 30, 1994 
                                     -------------   -------------

REVENUES
Rental income                         $   997,340    $  1,014,175
Other income                               13,617          33,532
Interest income                               530           1,812
                                       ----------       ---------  
     Total revenues                     1,011,487       1,049,519
                                       ----------       ---------  


EXPENSES
Depreciation                              256,506         255,782
Operating expenses (Including
 affiliate transactions of $16,863 and
 $62,815 for the six months
 ended 6/30/95 and 6/30/94
 respectively)                            530,294         603,745
Professional services                       4,948           4,466
General & administrative                     --             2,921
                                       ----------       ---------  
     Total expenses                       791,748         866,914
                                       ----------       ---------  
NET INCOME                            $   219,739      $  182,605
                                       ==========       =========

       The accompanying notes are an integral part of these statements.

                                      12

                         THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF OPERATIONS
                                  (Unaudited)


                                           For the Three Months Ended
                                         June 30, 1995       June 30, 1994 
                                         -------------       ------------- 

REVENUES
Rental income                             $   502,607         $   511,312
Other income                                    8,033              26,833
Interest income                                    46               1,274
                                           ----------          ----------
     Total revenues                           510,686             539,419
                                           ----------          ----------


EXPENSES
Depreciation                                  128,253             127,919
Operating expenses (Including 
 affiliate transactions of $774 and
 $29,639 for the three months 
 ended 6/30/95 and 6/30/94 
 respectively)                                268,792             296,699
Professional services                               -               2,218
General & administrative                            -                 758
                                           ----------          ----------
     Total expenses                           397,045             427,594
                                           ----------          ----------
NET INCOME                                $   113,641         $   111,825
                                           ==========          ========== 

        The accompanying notes are an integral part of these statements.

                                      13

                         THE WILLOWBROOK JOINT VENTURE
                        STATEMENTS OF PARTNERS' CAPITAL
                     FOR THE SIX MONTHS ENDED JUNE 30, 1995
                                  (Unaudited)

<TABLE>
<CAPTION>
                                  Clover              Clover           Clover
                                  Income              Income           Income
                                Properties,         Properties       Properties       
                                   L.P.               II, L.P.        III, L.P.        Total   
                               ------------        ------------     ------------     -----------
<S>                            <C>                 <C>              <C>              <C>
Balance January 1, 1995        $ 3,866,638         $ 3,866,638      $ 2,037,005      $ 9,770,281


Net income                          94,290              94,290           31,159          219,739

Partners' distributions           (160,914)           (160,914)         (53,172)        (375,000)
                               -----------         -----------      -----------       ----------
Balance June 30, 1995          $ 3,800,014         $ 3,800,014       $ 2,014,992      $ 9,615,020
                               ===========         ===========       ===========      ===========
</TABLE>

       The accompanying notes are an integral part of these statements.

                                      14

                         THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                     For the Six Months Ended
                                                     June 30,        June 30,
                                                       1995            1994    
                                                  ------------    ------------
OPERATING ACTIVITIES 

   Cash received from rentals                     $    993,833    $ 1,019,992
   Other income received                                13,617         33,532
   Interest income received                                530          1,812
   Cash paid for operating expenses                   (437,784)      (504,417)
                                                   -----------     -----------
   Net cash provided by operating activities           570,196        550,919
                                                   -----------     -----------
INVESTING ACTIVITIES

   Cash paid for investment property                   (22,857)       (17,966)


FINANCING ACTIVITIES 

   Partners' distributions                            (375,000)       (375,000)
   Partners' contributions                                   -           9,592
                                                   -----------     -----------
         Net cash (used in) financing activities      (375,000)       (365,408)
                                                   -----------     -----------

   NET INCREASE IN CASH                                172,339         167,545

   Cash, beginning of period                           193,081         178,813
                                                   -----------     -----------
   Cash, end of period                            $    365,420    $    346,358
                                                   ===========     ===========

        The accompanying notes are an integral part of these statements.

                                      15

                         THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF CASH FLOWS
                                  (Unaudited)


                                                                          
                                             For the Six Months Ended
                                              June 30,       June 30,
                                                1995           1994    
                                             ----------   ----------
RECONCILIATION OF NET INCOME
TO CASH PROVIDED BY OPERATING ACTIVITIES 

NET INCOME                                   $ 219,739    $ 182,605

Adjustments
  Depreciation                                 256,506      255,782
  Decrease in prepaid expenses                 121,887      145,867
  (Increase) in rents receivable                (6,320)        (735)
  (Decrease) in accounts payable               (17,447)     (12,382)
  (Decrease) in accrued expenses                (4,069)      (8,312)
  (Decrease) in security deposits               (2,952)      (2,711)
  Increase in prepaid rents                      2,813        6,552
  Increase (decrease) in due to affiliates          39      (15,747)
                                              --------     --------
Total adjustments                              350,457      368,314
                                              --------     --------
NET CASH PROVIDED BY OPERATING ACTIVITIES    $ 570,196    $ 550,919
                                              ========     ========

       The accompanying notes are an integral part of these statements.

                                      16

                         THE WILLOWBROOK JOINT VENTURE
                         NOTES TO FINANCIAL STATEMENTS
                                 JUNE 30, 1995
                                  (Unaudited)

         Readers of this quarterly report should refer to the Joint Venture's 
         audited  financial  statements as of December 31, 1994, as certain
         footnote  disclosures  which would  substantially  duplicate those
         contained in such audited financial statements have been omitted from
         this report.

1.       INVESTMENT PROPERTY:

         On December  17, 1987,  the Joint  Venture  acquired  the  Willowbrook 
         Apartments,  a mid-rise  apartment complex  comprising 299 apartment
         units contained in eight  five-story  buildings.  The complex is
         located in Baltimore, Maryland.  The following is a summary of
         investment property as of June 30, 1995.  

         Land                                  $  1,421,205
         Building                                11,003,748
         Furniture and fixtures                     976,789
                                                -----------
                                                 13,401,742
             Less: Accumulated depreciation      (3,776,907)
                                                -----------  
                                               $  9,624,835
                                                =========== 

2.       TRANSACTIONS WITH AFFILIATES: 

         Effective  February 21, 1995,  NPI-CL  Management,  L.P. ("NPI") which
         is unaffiliated  with the Partners, replaced  an  affiliate  of the 
         Partners  as  Property  Manager.  Until this time,  as  compensation 
         for property management  services performed by an affiliate of the
         Partners with respect to the Property,  the affiliate was entitled to a
         management fee in an amount not to exceed 5% of gross revenues. 

         The general partners of CIP, CIP II and CIP III and their  affiliates
         were entitled to  reimbursement  for administrative  services  rendered
         to the Joint Venture and direct  expenses of  operations  and goods and
         services  used by and for the Joint  Venture.  For the six  months 
         ended  June 30,  1995,  $4,113 of such costs were incurred by the Joint
         Venture.

                                      17

                             THE WILLOWBROOK JOINT VENTURE
                             NOTES TO FINANCIAL STATEMENTS
                                     JUNE 30, 1995
                                      (Unaudited)

2.       TRANSACTIONS WITH AFFILIATES (continued): 

         Transactions with affiliates are summarized below:

                                         Management          Reimbursable
                                            Fees                Costs
                                         ----------          ------------ 
Amount payable at January 1, 1995         $ 319,132            $  7,108
Incurred during six months
 ended June 30, 1995                      $  12,750            $  4,113
Payments made during 1995                   (12,750)             (4,074)
                                           --------             ------- 
Amount payable at
 June 30, 1995                            $ 319,132            $  7,147
                                           ========             =======  

         
3.       SUBSEQUENT DISTRIBUTIONS:

         In July, 1995, the Joint Venture paid total distributions of $62,500 to
         its partners.

4.       GENERAL:

         The  financial  statements  reflect  all  adjustments  which are,  in
         the  opinion of the joint  venture partners,  necessary  for  a  fair 
         statement  of  results  for  the  interim  periods  presented.  Such
         adjustments are of a normal recurring nature.

                                      18

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations
                  
Financial Condition, Liquidity and Capital Resources
         
         The  Partnership's  only remaining  interest in real estate is a 42.91%
interest in The Willowbrook  Joint Venture, a  joint  venture  which  owns  the 
Willowbrook  Apartments.   Consequently,  the  Partnership's  primary remaining
source of operating cash flow will be distributions from The Willowbrook Joint
Venture.

         On June 30, 1995, the  Partnership  had cash on hand of $220,313,  as
compared to $209,407 on December 31, 1994.  These funds,  along with future 
operating  cash flow,  will be utilized for working  capital  needs and for
distributions to the Limited Partners.

         The  Partnership's  net cash flow from  operations  was $132,854 for
the six months ended June 30, 1995 as compared to net cash flow of $159,049  for

the same period in 1994.  The  decrease  in cash flow is  primarily  the result
of a decrease in cash received from rentals,  partially  offset by a decrease in
cash paid for expenses as a result of the sale of the Knolls on July 1, 1994.  

         The  Willowbrook  Joint Venture's net cash flow from operations was
$570,196 for the six months ended June 30, 1995 as compared to $550,919 for the
same period in 1994.  The increase in cash flow from  operations  over the
period was due to a decrease in cash paid for operating  expenses  partially 
offset by a decrease in cash received from rentals interest and other income.

         The General Partner  believes that the  Partnership's  current and
future cash flows will be sufficient to meet the Partnership's  liquidity 
requirements,  absent  unanticipated  operating cost increases or adverse market
conditions.       

         As of  June  30,  1995,  the  Partnership  had  paid  all  outstanding 
amounts  owed  to  Clover  and its affiliates. As of June 30, 1995, The 
Willowbrook  Joint Venture,  however,  owed a total of $326,279 to Clover and
its affiliates,  including  $7,147 for reimbursable  costs and $319,132 for
accrued  property  management fees. The payment of such amounts will be made
from The  Willowbrook  Joint  Venture's  cash flow when available and from the
proceeds of any

                                      19

sales or refinancing of the assets of The Willowbrook Joint Venture.

         During the second  quarter of 1995,  one elevator at  Willowbrook 
Apartments  was replaced for a total of $22,857, which amount is reflected in
cash paid for investing  activities.  One common area hallway was  recarpeted
and painted and additional common area hallways will be recarpeted during 
the  last  half of  1995.  A roof replacement  originally  planned for 1995 has
been  indefinitely  postponed and plans to resurface and restripe the parking
lot are currently being reevaluated.

         Effective  February 21, 1995, the General Partner and certain of its
affiliates  entered into an agreement with NPI-CL Management L.P. ("NPI"), an
entity  unaffiliated with the Partnership or its General Partner,  pursuant to
which NPI  began  providing  day-to-day  asset  management  services  for the 
Partnership  as well as  property management  services  for  the  Joint 
Venture.  NPI is an  affiliate  of  National  Property  Investors,  Inc.,  a
diversified real estate management company with offices in Jericho, New York and
Atlanta, Georgia.

Results of Operations

         Three and Six Months Ended June 30, 1995 vs. June 30, 1994
         
         Until the sale of the Knolls at Newgate Apartments, the Partnership 
earned  revenues  primarily  from rental income from the Knolls.  Revenues from
the Willowbrook Apartments are not included in Partnership revenues.
         
         There was no other income for the three and six months ended June 30, 
1995 as  compared  to $12,414 and $37,498 for the same  periods in 1994.  The 

decrease  in other  income for the three and six month  periods  ended June 30,
1995 was primarily due to refunds of state income tax  overpayments  received in
the first quarter of 1994 and other income received by the Knolls in 1994.  
         
         There were no  operating  expenses for the three and six months ended
June 30, 1995 due to the sale of the Knolls Apartments in 1994.  

                                      20

         The  Partnership's  income before  depreciation  and  amortization for
the three and six months ended June 30, 1995 was $34,604 and $69,958 as 
compared  to $35,303 and $18,123 for the same  periods in 1994.  The  increase
in income before  depreciation and  amortization  for the six months ended June
30, 1995 is primarily  attributable to the sale of the  Knolls  Apartments  as
well as to  $80,860  of legal  costs  incurred  in 1994  which  were not
recurring.

         Rental income for the  Willowbrook  Apartments,  as operated by The 
Willowbrook  Joint  Venture,  for the three and six months ended June 30, 1995
was $502,607 and $997,340 as compared to $511,312 and  $1,014,175  for the same
periods in 1994.  Other  income for the three and six months  ended  June 30, 
1995 was $8,033 and  $13,617 as compared to $26,833 and $33,532 for the same 
periods in 1994.  Interest  income for the three and six months ended June 30,
1995 was $46 and $530 as  compared  to $1,274 and $1,812 for the same  periods
in 1994.  The  decrease  in rental income is  primarily  the result of a
decrease  in  average  rental  rates and  average  occupancy  over the period.  

         The average  effective  rental  rates for the  Willowbrook  Apartments 
for the three and six months ended June 30, 1995 were  $1,806 and $3,603 as
compared  to $1,818 and $3,626 for the same  periods in 1994.  The average
occupancy for the  Willowbrook  Apartments  for the three and six months  ended
June 30, 1995 was 93.10% and 92.83% as compared to 94.10% and 93.60% for the
same periods in 1994.

         Operating  expenses for the  Willowbrook  Apartments for the three and
six months ended June 30, 1995 were $268,792 and  $530,294  as  compared  to 
$296,699  and  $603,745  for the same  periods in 1994.  The  decrease in
operating expenses  over the period is  primarily  the result of  decreased 
utility  expense  due to the very mild winter in the first quarter of 1995 as
well as slightly  decreased salaries and wages.  Additionally,  snow removal was
$860 in the first quarter of 1995, compared to $9,380 in the same period of
1994.

         The Joint Venture's  income before  depreciation  and amortization for
the three and six months ended June 30, 1995 was  $241,894  and  $476,245 as 
compared  to $239,744  and  $438,387  for the same  periods in 1994.  The
increase in income before  depreciation

                                      21

and  amortization  in 1995 is primarily the result of decreased operating
expenses.



                           PART II-OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K

         No report on Form 8-K was required to be filed during the period.



                                   SIGNATURES
         
         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this  Report to be signed on its behalf by the
undersigned hereunto duly authorized.
         

                             CLOVER INCOME PROPERTIES II, L.P.
                                      (Registrant)
         
                             By: C.I.P. II Management Corp.
         
                  
                                 By: /S/  Donald N. Love
                                     ------------------------------
                                     Donald N. Love, President
         
         
                                 By: /S/  Stanley E. Borucki
                                     ------------------------------
                                     Stanley E. Borucki, Treasurer


Date:  August 11, 1995


<TABLE> <S> <C>


<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 for
Clover Income Properties II, L.P. and is qualified in its entirety by 
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
       
<S>                                        <C>
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                         220,313
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               220,313
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,651,549
<CURRENT-LIABILITIES>                            9,749
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   4,641,800
<TOTAL-LIABILITY-AND-EQUITY>                 4,651,549
<SALES>                                              0
<TOTAL-REVENUES>                                 1,980
<CGS>                                                0
<TOTAL-COSTS>                                   38,530
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                 57,740
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             57,740
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    57,740
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        


</TABLE>


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